DEF 14A of Comcast Corp
Filed Apr 22, 2022 · FY20210001206774-22-001186
Notice of 2022 Annual Meeting of Shareholders of Comcast Corporation
| Options Exercises and Stock Vested | 52 | | Nonqualified Deferred Compensation in and as of Fiscal Year-End | 53 | | Agreements with Our Named Executive Officers | 53 | | Potential Payments upon Termination or Change in Control | 54 | | Audit Committee Matters | 58 | | PROPOSAL 3: Ratification of Appointment of Independent Auditors | | | Report of the Audit Committee | 59 | | Shareholder Proposals | 61 | | Information about Stock Ownership | 76 | | Compensation of Directors | 78 | | Related Party Transactions Policy and Certain Transactions | 79 | | Other Information | 80 | | Appendix A: Reconciliations of Non-GAAP Financial Measures | A-1 | | Appendix B: Nasdaq Board Diversity Matrix | B-1 |
Board of Directors Nominees
Board of Directors Nominees Board Snapshot
Board of Directors Nominees
| See “—Director Skills, Experience and Diversity” below and Nasdaq Board Diversity Matrix in Appendix B for additional information.* | | Audit Committee Financial Expert** |
Board of Directors Nominees
Board Nominees Non-independent – 1 I Kenneth J. Bacon, 67 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Madeline S. Bell, 60 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Edward D. Breen, 66 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee Gerald L. Hassell, 70 Independent Director Director Since: May 2008 Committee Membership: Compensation and Human Capital Committee Jeffrey A. Honickman, 65 Independent Director Director Since: December 2005 Committee Membership: Audit** and Governance and Corporate Responsibility Committees Maritza G. Montiel, 70 Independent Director Director Since: June 2018 Committee Membership: Audit Committee** Asuka Nakahara, 66 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 69 Independent Director Director Since: December 2016 Committee Membership: Compensation and Human Capital Committee Brian L. Roberts, 62 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None INDEPENDENCE DIVERSITY (GENDER & RACE)* INDEPENDENT DIRECTOR TENURE Independent: 89% Independent - 8 Non-independent - 1 Diverse: 44% Female - 22% Racial/Ethnic Diversity - 33% Average Tenure: 10 years < 6 years - 3 >10 years - 3 6-10 years - 2 Director Skills, Experience and Diversity As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board also strives to balance the need to have directors with a diversity of skills, backgrounds, experiences, perspectives and viewpoints, areas of expertise and knowledge, while including gender and racial and ethnic representation. Our Board and each of its committees assess their effectiveness in this regard as part of their annual self-assessment which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our Governance and Corporate Responsibility Committee focuses on certain specific director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of experience, qualifications, skills, viewpoints and perspectives to oversee and address the current issues facing our company. Our Governance and Corporate Responsibility Committee considers these qualifications, including with respect to gender and racial and ethnic diversity, as it seeks to identify and evaluate potential new directors. In evaluating current directors for renomination to the Board or reappointment to Board committees, the Committee also assesses the director’s performance, as well as the current challenges and needs of the Board and each committee. To eliminate even the appearance of a potential conflict stemming from a directorship of a family member of Ms. Naomi Bergman on the board of Discovery following its merger with WarnerMedia, Ms. Bergman is not a nominee for director at our 2022 annual meeting and her term will end on the date of our annual meeting in June. We are grateful to Ms. Bergman for her service on our Board. The size of the Board will be reduced to nine directors, effective upon the convening of the 2022 annual meeting. Our Governance and Corporate Responsibility Committee recognizes the value of diversity of backgrounds and experiences among its membership and is committed to diversity on our Board as it seeks to identify its next director. The Governance and Corporate Responsibility Committee also considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties when it nominates directors each year. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to five public company boards in total. The Board also considers directors’ other obligations and commitments, including leadership positions the director may hold on other boards, in assessing directors’ ability to serve on our Board. In renominating directors for election at our 2022 annual meeting, the Committee and Board have determined that each of our directors is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board. For example, as part of this determination, the Committee and the Board have considered that Mr. Breen serves as the executive chairman and chief executive officer of DuPont de Nemours, Inc. and serves as a director of International Flavors & Fragrances, Inc., which merged with DuPont’s nutrition and biosciences business in 2021. Below are the skills of our director nominees:
Board of Directors Nominees
| | | | | | | | | | | | | | Current/Former CEO/President/Executive Officer | | | | | | | | | | | | Internet/Video/Wireless Industry | | | | | | | | | | | | Media Industry | | | | | | | | | | | | Consumer Products/Customer-Oriented | | | | | | | | | | | | Technology | | | | | | | | | | | | Financial/Accounting | | | | | | | | | | | | Risk Management Oversight | | | | | | | | | | | | International | | | | | | | | | | | | Government Affairs | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | Non-Profit/Educational/Philanthropic | | | | | | | | | | | | Gender* | M | F | M | M | M | F | M | M | M | | | Race/Ethnicity* | B | W | W | W | W | H | A | W | W |
Board of Directors Nominees
| F – Female; M – Male; A – Asian; B – Black or African American; H – Hispanic or Latinx; W – White.* | | See also Nasdaq Board Diversity Matrix in Appendix B. |
Board of Directors Nominees
Director Nominee Biographies
Board of Directors Nominees
| Kenneth J. Bacon INDEPENDENT Partner at RailField Partners Age: 67 Director since: November 2002 Committees: Governance and Corporate Responsibility OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS: Forest City Realty Trust | |
Board of Directors Nominees
CAREER HIGHLIGHTS:
Board of Directors Nominees
| ● | Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present | | ● | Executive Vice President of the multifamily mortgage business, Fannie Mae, 2005 – 2012 | | ● | Interim Executive Vice President, Housing and Community Development, Fannie Mae, January 2005 – July 2005 | | ● | Member, National Multifamily Housing Council |
Board of Directors Nominees
QUALIFICATIONS: We believe that Mr. Bacon’s significant experience in senior executive leadership, regulatory and government affairs, risk management and the financial and housing industries renders him qualified to serve as one of our directors.
Board of Directors Nominees
| Madeline S. Bell INDEPENDENT President and Chief Executive Officer of The Children’s Hospital of Philadelphia Age: 60 Director since: February 2016 Committees: Governance and Corporate Responsibility | |
Board of Directors Nominees
CAREER HIGHLIGHTS:
Board of Directors Nominees
| ● | President and Chief Executive Officer, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute with 23,000 employees and over $3.2 billion of annual revenue, 2015 – Present | | ● | Multiple Leadership Roles, including Chief Operating Officer, CHOP, 1995 – 2015 | | ● | Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania | | ● | Board Chair, Federal Reserve Bank of Philadelphia | | ● | Board Member, Leonard Davis Institute of Health Economics | | ● | Board Member, Solutions for Patient Safety | | ● | Executive Committee Member, Greater Philadelphia Chamber of Commerce and Member, CEO Council for Growth |
Board of Directors Nominees
We believe that Ms. Bell’s experience and leadership of CHOP, including her oversight of risk management efforts, and her experience in the non-profit community render her qualified to serve as one of our directors.
Board of Directors Nominees
| Edward D. Breen LEAD INDEPENDENT DIRECTOR Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc. Age: 66 Director since: February 2014 Committees: Compensation and Human Capital OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: DuPont de Nemours, Inc., International Flavors & Fragrances, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS: Corteva, Inc., DowDuPont Inc. | |
Board of Directors Nominees
| ● | Chief Executive Officer (since 2020) and Executive Chairman (since 2019), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions | | ● | Chief Executive Officer and Chairman, DowDuPont and predecessors, 2015 – 2019 | | ● | Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016 | | ● | Previous President and Chief Operating Officer, Motorola, and multiple leadership roles, Motorola’s Networks Sector and Motorola’s Broadband Communications Sector | | ● | Chairman, President and CEO, General Instrument Corporation, 1997 – 2000 | | ● | Previously a director of Comcast from 2005 – 2011 | | ● | Chair of the Board of Trustees, Grove City College | | ● | Member of the Board of Trustees, Lebanon Valley College | | ● | Member of the Board of Trustees, The Hun School of Princeton |
Board of Directors Nominees
QUALIFICATIONS: We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the internet, video and wireless industries, including his various experiences as a president and chief executive officer and in the oversight of business strategies and risk management efforts, renders him qualified to serve as one of our directors.
Board of Directors Nominees
| Gerald L. Hassell INDEPENDENT Former Chief Executive Officer of The Bank of New York Mellon Age: 70 Director since: May 2008 Committees: Compensation and Human Capital OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: MetLife, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS: The Bank of New York Mellon | |
Board of Directors Nominees
CAREER HIGHLIGHTS:
Board of Directors Nominees
| ● | Chief Executive Officer and Chairman, The Bank of New York Mellon, a financial services corporation, 2011 – 2017 | | ● | President, The Bank of New York Company, Inc. and The Bank of New York, 1998 – 2011 | | ● | Member of the Board of Trustees, Duke University | | ● | Member of the Board of Directors, Duke University Health System |
Board of Directors Nominees
We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products, as well as his prior experience as a president and chief executive officer and in the oversight of risk management efforts, render him qualified to serve as one of our directors.
Board of Directors Nominees
| Jeffrey A. Honickman INDEPENDENT Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd. Age: 65 Director since: December 2005 Committees: Audit and Governance and Corporate Responsibility | |
Board of Directors Nominees
| ● | Chief Executive Officer, Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New Jersey to Virginia, 1990 – Present | | ● | Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages, 1987 – Present | | ● | Member of the Board of Directors, American Beverage Association | | ● | Member of Board of Trustees, Barnes Foundation | | ● | Member of President’s Advisory Council, Sidney Kimmel Cancer Center, Jefferson Health |
Board of Directors Nominees
QUALIFICATIONS: We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer, renders him qualified to serve as one of our directors.
Board of Directors Nominees
| Maritza G. Montiel INDEPENDENT Former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP Age: 70 Director since: June 2018 Committees: Audit OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: AptarGroup, Inc., McCormick & Company, Incorporated, Royal Caribbean Group | |
Board of Directors Nominees
CAREER HIGHLIGHTS:
Board of Directors Nominees
| ● | Deputy Chief Executive Officer and Vice Chairman, Deloitte LLP, 2011 – 2014 | | | ● | Numerous senior management roles at Deloitte, including: | | | | ● | Managing Partner (Leadership Development and Succession, Deloitte University), 2009 – 2011 | | | ● | Regional Managing Partner, 2001 – 2009 | | ● | Advisory Partner for many public company clients where Deloitte was the principal auditor | | | ● | Member of Deloitte’s U.S. and Global Board of Directors | | | ● | Member of the Board of Trustees, Baptist Health South Florida | |
Board of Directors Nominees
We believe that Ms. Montiel’s extensive experience and leadership in the accounting profession, including her experience as the former Deputy Chief Executive Officer and Vice Chairman of Deloitte and in the oversight of risk and compliance efforts, render her qualified to serve as one of our directors.
Board of Directors Nominees
| Asuka Nakahara INDEPENDENT Partner at Triton Atlantic Partners Age: 66 Director since: February 2017 Committees: Audit OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: CBRE Global Real Estate Income Fund | |
Board of Directors Nominees
| ● | Partner, Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, 2009 – Present | | ● | Associate Director, Zell-Lurie Real Estate Center, and Practice Professor, Real Estate Department, Wharton School of the University of Pennsylvania, 1999 – Present | | ● | Trammell Crow Company, various leadership roles including Chief Financial Officer (overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives), 1980 – 1999 |
Board of Directors Nominees
QUALIFICATIONS: We believe that Mr. Nakahara’s extensive knowledge of real estate and general advisory matters, including his leadership and academic experiences, as well as his prior experience as a chief financial officer, render him qualified to serve as one of our directors.
Board of Directors Nominees
| David C. Novak INDEPENDENT Founder of David Novak Leadership, Inc. Age: 69 Director since: December 2016 Committees: Compensation and Human Capital | |
Board of Directors Nominees
CAREER HIGHLIGHTS:
Board of Directors Nominees
| ● | Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present | | ● | Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016 | | ● | Chairman of the Board, YUM! Brands, Inc., 2001 – 2014 | | ● | Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014 | | ● | Board Member, Lift-a-Life Novak Family Foundation | | ● | Author of O GREAT ONE! A little Story About the Awesome Power of Recognition, Taking People With You: The Only Way to Achieve Big Things and co-author of Take Charge of You, dedicated to developing leaders at every stage of life |
Board of Directors Nominees
We believe that Mr. Novak’s extensive knowledge of customer service-oriented business practices and talent management, as well as his prior experience as a chief executive officer and chairman, render him qualified to serve as one of our directors.
Board of Directors Nominees
| Brian L. Roberts Chairman, President and Chief Executive Officer of Comcast Age: 62 Director since: March 1988 Committees: None | |
Board of Directors Nominees
| ● | Chairman of the Board, Comcast, 2004 – Present | | ● | Chief Executive Officer, Comcast, 2002 – Present | | ● | President, Comcast, 1990 – Present | | ● | Director Emeritus, CableLabs, the cable industry’s research and development consortium |
Board of Directors Nominees
As of December 31, 2021, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 1/3% of the combined voting power of our two classes of voting common stock. QUALIFICATIONS: We believe that Mr. Roberts’ extensive experience and leadership in the internet, video, phone, media and entertainment and wireless industries, including as our Chairman, President and Chief Executive Officer and in the oversight of business strategies and risk management efforts, render him qualified to serve as one of our directors. Independence Determinations Our Board has determined that each of our nine nonemployee directors (including Ms. Bergman, who is not a nominee for director at our 2022 annual meeting) is independent in accordance with the director independence definition specified in our corporate governance guidelines, which are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com, and in accordance with applicable Nasdaq rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transactions Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies and organizations at which certain of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies and organizations each year was below 1% of the recipient company’s or organization’s total consolidated gross revenues, which is far below the 5% limit prescribed by Nasdaq rules. Retirement Age, Director Tenure and Director Emeritus Program Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 72. We believe that our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors and different areas of expertise and knowledge, while including gender and racial and ethnic representation. Our Board considers director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq or SEC rules deem a long-tenured director not independent. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, the average tenure of our independent directors will be 10 years. Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Sheldon M. Bonovitz was designated as a director emeritus following our 2020 annual meeting. Director Nominations Identifying and Evaluating Director Nominees Our Governance and Corporate Responsibility Committee will consider director candidates nominated or recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the Committee or by shareholders, the Committee will consider an individual’s professional knowledge, business, financial and management expertise, industry knowledge, entrepreneurial background and experience, as well as applicable independence requirements. The Committee also gives significant consideration to the current composition and diversity of our Board, including with respect to the skills set forth above, as well as age, backgrounds, experiences, perspectives, viewpoints and gender and racial and ethnic representation. Shareholder Nominees To submit a nomination for the election of directors, shareholders must provide a written notice in accordance with Section 3.10 of our by-laws. For the election of directors at the 2023 annual meeting of shareholders, if such meeting is called for a date between May 2, 2023 and July 1, 2023, we must receive written notice at the mailing address given on page 82 on or after February 1, 2023 and no later than March 3, 2023. If we call the 2023 annual meeting of shareholders for any other date, we must receive written notice no later than the close of business on the tenth day following the day we mailed notice of, or announced publicly, the date of the meeting, whichever occurs first. In addition to satisfying the deadlines in the advance notice provisions of our by-laws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 no later than April 2, 2023. In addition, in accordance with Section 3.11 of our by-laws, a shareholder or group of up to 20 shareholders owning at least 3% of the aggregate number of our outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of our Board or two directors, provided the shareholder(s) and nominee(s) satisfy the requirements in our by-laws. Written notice of proxy access director nominees for the election of directors at the 2023 annual meeting of shareholders, if such meeting is called for a date between May 2, 2023 and July 1, 2023, must be received at the mailing address given on page 82 on or after November 23, 2022 and no later than December 23, 2022. If such meeting is called for any other date, we must receive written notice no later than the close of business on the later of the date that is 180 days prior to such meeting or the tenth day following the date the meeting is first publicly announced or disclosed. Shareholders can obtain a copy of our by-laws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address given on page 82. A copy of our by-laws is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 and is posted on our website under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Board Structure and Responsibilities
Board Structure and Responsibilities Board Leadership Structure Our Board believes that we and our shareholders are best served by maintaining the flexibility for the Board to split or combine the offices of Chairman and Chief Executive Officer based upon a contemporaneous determination of what is in the best interests of our company at a given point in time. To that end, our Board regularly reviews our Board leadership structure. Our Board believes that we and our shareholders are currently best served by having Mr. Roberts serve as both our Chairman and Chief Executive Officer. Mr. Roberts is a strong and effective leader, at both the company and Board levels, who provides critical leadership in carrying out our strategic initiatives and confronting our challenges. Mr. Roberts serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. Our independent directors are led by our Lead Independent Director, who ensures a strong, independent and active Board by promoting effective communication and consideration of matters presenting significant risks to the Company through his role in developing the Board’s meeting agendas, advising committee chairs and facilitating communications between independent directors and the Chairman and Chief Executive Officer. Our independent directors provide guidance and oversight of senior management and regularly meet without management as part of Board and committee meetings to review, among other things, our strategy, performance, management effectiveness and succession planning. As part of our annual Board assessment process, our independent directors also provide input on key business and director educational topics for the following year’s Board and committee meeting agendas.
Board Structure and Responsibilities
| Edward D. Breen LEAD INDEPENDENT DIRECTOR |
Board Structure and Responsibilities
In accordance with our corporate governance guidelines, our Board has a strong Lead Independent Director position, currently filled by Mr. Breen. The Lead Independent Director:
Board Structure and Responsibilities
| ● | Chairs meetings of the Board at which the Chairman is not present. | | ● | Facilitates communication between the Chairman and the independent directors and encourages director participation by fostering an environment of open dialogue and constructive feedback among independent directors. | | ● | Communicates periodically as necessary between Board meetings and executive sessions with our independent directors, following discussions with management and otherwise on topics of importance to our independent directors. | | ● | Consults with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting. |
Board Structure and Responsibilities
| ● | Is authorized to schedule meetings of the independent directors, including executive sessions of the independent directors. | | ● | Consults, reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board. | | ● | With the Compensation and Human Capital Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management. | | ● | With the Governance and Corporate Responsibility Committee, reviews and approves the process for the annual self-assessment of our Board and its committees. | | ● | Represents independent directors in communications with external constituencies, as appropriate. |
Board Structure and Responsibilities
The role of Lead Independent Director is filled by an independent director recommended by the Governance and Corporate Responsibility Committee, which is composed entirely of independent directors, and appointed by the Board annually. In addition to the Lead Independent Director position, our Board believes that Board independence and oversight of management are effectively maintained through the Board’s composition, where 89% of our director nominees are independent, and through our Audit, Compensation and Human Capital and Governance and Corporate Responsibility Committees, which are composed entirely of independent directors. Moreover, having one individual perform the roles of Chairman and Chief Executive Officer is not restricted or prohibited by current laws or regulations, and all of our directors, including our Chairman, are bound by fiduciary obligations under law to act in a manner that they believe to be in the best interests of our company. Board Meetings and Attendance Our Board and various committees of the Board meet throughout the year. During 2021, there were five meetings of our Board and a total of 21 committee meetings. Each director attended more than 75% of the aggregate number of Board meetings and the number of meetings held by all of the committees on which he or she served. We require our directors to participate in the annual meeting of shareholders, barring unusual circumstances. Each director then in office participated in the 2021 annual meeting of shareholders. Our independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board and committee meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. In 2021, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings. Committees of Our Board Our Board has three standing committees: Audit, Compensation and Human Capital, and Governance and Corporate Responsibility. All of these committees are composed entirely of independent directors under applicable Nasdaq and SEC requirements. The Board makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, although further changes may be made from time to time as deemed appropriate by the Board. Each committee has a Board-approved charter, which is reviewed annually by the respective committee, with the Governance and Corporate Responsibility Committee annually reviewing all charters and our corporate governance guidelines. Each committee has the authority to retain independent advisors to assist it in carrying out its responsibilities. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Board Structure and Responsibilities
| Audit Committee Members Jeffrey A. Honickman (Chair) Naomi G. Bergman* Maritza G. Montiel Asuka Nakahara Meetings in 2021: 10 | |
Board Structure and Responsibilities
KEY RESPONSIBILITIES
Board Structure and Responsibilities
| ● | Reviews the quality and integrity of our financial statements. | | ● | Reviews the financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Forms 10-Q and 10-K and our quarterly earnings press releases. | | ● | Monitors our internal control over financial reporting and disclosure controls and procedures. | | ● | Reviews the performance and responsibilities of our internal audit function and activities. | | ● | Appoints and evaluates the qualification, performance and independence of our independent auditors. | | ● | Reviews financial risk assessment and management, cybersecurity and significant business continuity risks. | | ● | Reviews process with respect to our ERM assessment. | | ● | Reviews risks facing our company as disclosed in “Risk Factors” in our Form 10-K. | | ● | Reports its discussions to the full Board for consideration and action when appropriate. |
Board Structure and Responsibilities
Each member of our Audit Committee is financially literate for audit committee purposes, and our Board has concluded that Jeffrey A. Honickman and Maritza G. Montiel qualify as audit committee financial experts. The Audit Committee Report is included on page 59.
Board Structure and Responsibilities
| Ms. Bergman is not a nominee for director at our 2022 annual meeting.* |
Board Structure and Responsibilities
| Compensation and Human Capital Committee Members Edward D. Breen (Chair) Gerald L. Hassell David C. Novak Meetings in 2021: 6 | |
Board Structure and Responsibilities
| ● | Oversees and sets compensation for our senior executives. | | ● | Performs an annual review of our compensation philosophy, executive compensation programs and the performance of senior executives, including our named executive officers (“NEOs”). | | ● | Evaluates annually whether there are any risks associated with our executive compensation program. | | ● | Oversees succession planning for senior management. | | ● | Reviews compensation and benefit plans and policies generally, including with respect to compensation of our senior executives and other employees. | | ● | Reviews programs and strategies with respect to human capital management, including with respect to talent recruitment, development and retention, employee engagement and workforce composition. | | ● | Reports its discussions to the full Board for consideration and action when appropriate. |
Board Structure and Responsibilities
Each member of our Compensation and Human Capital Committee qualifies as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934. The Compensation and Human Capital Committee Report is included on page 46.
Board Structure and Responsibilities
| Governance and Corporate Responsibility Committee Members Kenneth J. Bacon (Chair) Madeline S. Bell Jeffrey A. Honickman Meetings in 2021: 5 | |
Board Structure and Responsibilities
| ● | Provides general oversight of corporate governance. | | ● | Oversees culture of compliance and ethical business conduct, including compliance program. | | ● | Reviews significant legal and regulatory compliance risks, such as privacy. | | ● | Oversees, monitors and receives reports on workplace harassment and discrimination matters. | | ● | Reviews and assesses our corporate social responsibility report and significant environmental and social issues, risks and trends, including by receiving periodic reports on DE&I initiatives and matters. | | ● | Oversees our approach to political and lobbying activities, including by receiving periodic reports on our political contributions, lobbying and trade association activities. | | ● | Reports its discussions to the full Board for consideration and action when appropriate. |
Board Structure and Responsibilities
Board and Committee Strategy, Risk and Environmental, Social and Governance (“ESG”) Oversight Responsibilities Our Board and its committees provide guidance to and oversight of management with respect to our business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, and our management is charged with executing the business strategy and updating the Board on progress and execution throughout the year. While active risk management is primarily the responsibility of our management, our Board understands the significant risks facing our company, including those related to relevant ESG issues, and exercises, as a whole and through its committees, an appropriate degree of risk oversight. Our management, with involvement and input from our Board, performs a companywide enterprise risk management (“ERM”) assessment to identify key risks and to manage and mitigate the significant strategic, operational and legal risk areas for our company. Our executive management team has the overall responsibility for, and oversight of, this process, and an ERM steering committee composed of legal, financial and business executives manages the process, with one or more senior business executives then monitoring and managing each of the identified risks. Regular business presentations and discussions throughout the year at the Board or its committees highlight significant relevant risks and exposures, including those listed below as core enterprise risks identified through our ERM process. Our Board and its committees exercise their respective roles in strategy, risk oversight and oversight of significant ESG matters in a variety of ways, as set forth below. Certain matters may be addressed by both the Board and its committees. Our Board oversees the core enterprise risks identified through our ERM process for Board-level oversight (either as a whole or as delegated to its committees), and each Board committee addresses the risks that fall within its area of responsibility. Each committee also reports its discussions to the full Board for consideration and action when appropriate.
Board Structure and Responsibilities
| Board of Directors | | | | | | | Oversight of Core Enterprise Risks | | | | | | | Competitive Risks | Reputational Risks | Succession Planning | Capital Allocation | Cybersecurity & Privacy | Legal & Regulatory |
Board Structure and Responsibilities
| | | | | Audit Committee | Compensation & Human Capital Committee | Governance & Corporate Responsibility Committee | | Oversight of ERM assessment process, as well as: ● Financial reporting and accounting matters ● Internal controls ● Financial risks ● Cybersecurity and business continuity | Oversight of: ● Executive compensation program ● Nonemployee director compensation ● Human capital management, including talent recruitment, development and retention, employee engagement and workforce composition | Oversight of: ● Corporate governance and compliance ● Legal and regulatory matters, including privacy ● Harassment and discrimination matters ● DE&I matters ● Political and lobbying activities ● Annual corporate responsibility reporting, which includes significant environmental and social issues, risks and trends |
Compensation Discussion and Analysis
| ● | Dana Strong was appointed the CEO of Sky and became an NEO for the first time in 2021. Ms. Strong previously was President of Consumer Services for Comcast Cable’s residential businesses in the United States. | | ● | The Compensation and Human Capital Committee did not increase the base salaries of our NEOs, other than those of Mr. Watson and Ms. Strong. In November 2021, the Committee and Mr. Roberts agreed to reduce his annual base salary to $2.5 million. | | ● | Annual cash bonus payouts reflected the strong performance of our company in 2021, paying out at ranges between 125% and 133%. | | ● | Performance-based restricted stock units (“PSUs”) granted in 2021 have a cumulative three-year performance period and are earned based on the achievement of financial goals that emphasize capital efficiency, sustained earnings growth and creation of shareholder value relative to market performance. | | ● | Eliminated above-market interest earnings on deferred compensation for NEOs and directors. |
Compensation Discussion and Analysis
25% Annual Cash Bonus 25% Stock Options 40% PSUs 10% Salary 11% Salary <1% Other 43% Annual Cash 18% Bonus Stock Options 28% PSUs <1% Other 90% Total Performance- Based 89% Total Performance- Based Shareholder Feedback on Executive Compensation and Compensation-Related Changes The Compensation and Human Capital Committee carefully considered the results of our 2021 annual meeting, where our shareholders approved the 2020 compensation of our NEOs on an advisory basis by 88% of the votes cast. It discussed our executive compensation program and our voting results with Korn Ferry, its independent compensation consultant. The Compensation and Human Capital Committee also considered feedback on our compensation program received from shareholders through our corporate governance roadshows, as well as feedback from two proxy advisory firms, and has taken significant steps over the past two years to address this feedback. (See “Shareholder Engagement” on page 28 for additional details on our shareholder engagement program.)
Compensation Discussion and Analysis
| WHAT WE HAVE HEARD | WHAT WE HAVE DONE | | LONG-TERM INCENTIVE COMPENSATION DESIGN | | | Consider having a multi-year performance period for PSUs | PSUs granted in 2021 have a 3-year cumulative performance period, with performance goals determined at the beginning of the 3-year period and measured at the end of the three-year period; previously PSUs had five individual 1-year performance periods | | Consider using a relative performance metric Consider incenting NEOs with a capital allocation performance metric Consider a PSU performance metric not also used in the annual cash bonus program | PSUs granted in 2021 have two relative performance metrics relating to Adjusted Earnings Per Share (“EPS”) growth and TSR and include an absolute return on adjusted invested capital (“ROIC”) performance metric; none of these metrics are used in our annual cash bonus program Specifically: ● PSUs earned based on achievement of two primary performance metrics, each weighted 50%: ● an absolute ROIC metric (calculated for each year during the three-year period and averaged to yield an average ROIC for the cumulative three-year period); and ● relative Adjusted EPS growth to the S&P 100 over the three-year period ● Attainment of primary performance metrics is subject to a relative TSR modifier, interpolated for performance between the bottom and top quartiles (25(th)– 75(th) percentile), with no positive modifier applied if TSR is negative over the performance period | | ANNUAL CASH BONUS | | | Consider aligning relative weighting of quantitative financial performance metrics closer to market | Quantitative financial metrics increased to 70% in 2021 (from 50% in 2020) of the target bonus to closer align with market practice; revenue, Adjusted EBITDA and Free Cash Flow remain the metrics used | | Consider improving the transparency and objectivity of non-financial performance metrics | 15% of the target bonus in 2021 is based on strategic operating performance goals such as customer experience, product churn, Peacock user growth, Flex rollout, Xfinity Mobile performance and organizational collaboration 15% of the target bonus in 2021 is based on a qualitative assessment of our progress on stakeholder and sustainability initiatives such as continued leadership in addressing the “digital divide,” further progress on our DE&I and environmental sustainability initiatives, and further enhancing our strong culture of integrity and respect | | DEFERRED COMPENSATION | | | Concerns relating to “above-market” interest in deferred compensation program | Eliminated all above-market interest earnings for NEOs (effective as of March 2021) and directors (effective as August 2020) such that they now may only invest deferred compensation in third-party mutual or exchange funds or a Comcast stock fund |
Compensation Discussion and Analysis
The Compensation and Human Capital Committee considered our executive compensation program holistically as it evaluated how to further enhance our program design while ensuring that the resulting structure will attract, retain and motivate our senior executives and align them with shareholders over the long term. With this view in mind, it determined that, in addition to the changes described above, the vesting terms of our PSUs and options should be reduced to align with broader market practice, with PSUs cliff-vesting at the end of 3 years (as opposed to over 5 years) and options vesting over 5 years (as opposed to over 9.5 years), and that the potential payout of PSUs should be increased to up to 250% (from 125%) of target to reward senior executives for outperformance against rigorous goals. Our Compensation and Human Capital Committee and management team are committed to continued engagement with shareholders to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial and operating performance, on the other hand. Our Compensation and Human Capital Committee, with the assistance of Korn Ferry, continues to evaluate our compensation program design. The Compensation and Human Capital Committee believes that its policies and decisions are consistent with our compensation philosophy and objectives and align the interests of our NEOs with our long-term goals and the interests of our shareholders without incenting inappropriate risk taking. Executive Compensation Best Practices
Compensation Discussion and Analysis
| What We Do | | | Employ rigorous PSU performance conditions. Maintain robust stock ownership guidelines. A person not in compliance cannot sell or otherwise dispose of stock until the applicable ownership requirement is met. ● CEO = 10x base salary ● NEOs = 3x base salary ● Nonemployee directors = 5x annual cash retainer Prohibit our executive officers and directors from (i) pledging Comcast stock as collateral or holding it in margin accounts and (ii) using any strategies or products to hedge against potential changes in the value of our stock. Have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers. Compensation and Human Capital Committee directly engages Korn Ferry as its own independent compensation consultant. Use net-settled options, which results in fewer shares issued and less dilution to our shareholders than stock options exercised with a cash payment. | What We Don’t Do Do not permit the repricing of options of any kind. Do not maintain any defined benefit pension plans or supplemental executive retirement plans for our NEOs. None of our equity plans has automatic (“single-trigger”) accelerated vesting provisions in connection with a change in control. Mr. Roberts’ employment agreement has a “double-trigger” change in control provision. No other NEO has any change in control provisions in his or her employment agreement. Do not pay dividends or dividend equivalents in respect of any unearned PSUs or RSUs or on any stock options. Do not provide premium payments or reimbursements, or tax payments, to our NEOs under any life or any other insurance policies. Do not provide for any excise or other tax gross-ups for our executive officers. |
Compensation Discussion and Analysis
| ● | To motivate and retain our executives, we provide pay opportunity levels that are highly competitive. | | ● | Our compensation program is designed to achieve an appropriate balance of elements to reward our NEOs for their performance and create long-term shareholder value. In addition to fixed compensation, we provide short-term and long-term performance-based compensation that includes company-specific performance goals, as well as relative performance goals that measure our shareholder value creation relative to market performance. | | ● | Our short-term annual bonus program includes quantitative financial performance goals that are based, in part, on enterprise-wide and business unit consolidated budgets that are prepared annually and take into consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors. We balance out our annual bonus program by also incenting attainment of strategic operating performance goals and key stakeholder and sustainability initiatives. | | ● | Our annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in 2021 have meaningful performance conditions for vesting measured over a three-year period based on two relative performance metrics relating to Adjusted EPS growth and TSR as well as an absolute ROIC performance metric, all of which balance internal goals and relative market performance. Stock options are inherently performance-based in that our stock price must appreciate for the options to deliver any value. | | ● | The primary financial quantitative metrics used in our 2021 incentive compensation programs generally reflect those used internally to measure our performance and externally to report to investors. Many of these measures are tied to cash generation, capital efficiency and generating sustained profitable growth over time, as well as measure our growth and increase in shareholder value relative to market peers. As a result, the financial metrics used in our 2021 executive compensation program were: |
Compensation Discussion and Analysis
| Annual Cash Bonus | Revenue | Serves as the top line component to cash generation | | | Adjusted EBITDA | Reflects the operational performance of our businesses, taking into account the costs of operating these businesses | | | Free Cash Flow | Measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders | | Long-Term Incentive Program | Average ROIC | Measures how well capital (equity and debt) is used to generate earnings over a three-year period | | | Relative Adjusted EPS Growth | Measures earnings performance compared to equally sized peers over a three-year period | | | Relative TSR | Measures total company achievement of shareholder returns compared to equally sized peers over a three-year period |
Compensation Discussion and Analysis
VARIABLE, LONG-TERM, PERFORMANCE-BASED VARIABLE, SHORT-TERM, PERFORMANCE-BASED FIXED Compensation Decisions Base Salary In 2021, the Compensation and Human Capital Committee did not increase the base salaries of our NEOs, other than those of Mr. Watson and Ms. Strong. The Compensation and Human Capital Committee increased Mr. Watson’s base salary after considering his exceptional leadership as CEO of Comcast Cable and Ms. Strong’s base salary as a result of her appointment as CEO of Sky. In November 2021, the Compensation and Human Capital Committee and Mr. Roberts agreed to reduce his annual base salary to $2.5 million, which will further lower the proportion of his fixed versus variable compensation, and to use this reduced salary for purposes of calculating his annual cash bonus as if the reduction had been in effect since the beginning of 2021. Annual Cash Bonus Our short-term incentive program includes meaningful performance-based elements tied to financial goals, as well as incentives for attainment of operational goals tied to key strategic initiatives and progress toward key stakeholder and sustainability initiatives.
Compensation Discussion and Analysis
| ● | The target bonus opportunity in 2021 was 300% of salary for each NEO. | | ● | Below are the target weightings for each element of the annual cash bonus plan for our NEOs in 2021. The maximum bonus achievable was 185%, based on a maximum weight of 140% for all of the financial metrics and of 22.5% for each of the operating performance and stakeholder and sustainability-related goals. |
2021 Financial Metrics and Results
2021 Financial Metrics and Results The performance ranges below were used as the financial performance metrics for the NEOs’ 2021 target bonus. Achievement for each financial metric would be zero if performance is below the minimum threshold of the metric’s range, with potential payouts ranging from 14% if achievement for all three financial metrics is at the low end of the range to a maximum of 140% for achievement of all three metrics at the top end of the range. See “2021 Performance” above for a description of our Company’s strong financial performance in 2021.
2021 Operating Performance Goals and Results
2021 Operating Performance Goals and Results Operating performance goals accounted for 15% of the 2021 target annual bonus, with potential payouts ranging from 0% to 22.5%. The following goals and performance against those goals were evaluated by the Compensation and Human Capital Committee in determining that achievement could merit target payout levels. These considerations included both quantifiable outcomes as to whether we met or exceeded expectations of achievement and the Compensation and Human Capital Committee’s holistic evaluation of the NEOs’ performance, collectively and individually, in executing against strategic operational priorities as described immediately below and in “2021 NEO Performance.” Certain details about the performance of our operating goals are not disclosed due to competitive concerns.
2021 Operating Performance Goals and Results
| GOALS | 2021 PERFORMANCE CONSIDERATIONS | | Product Churn | Product churn relates to the stability of our cable customer base and customer net additions. Comcast Cable’s customer relationship net additions were driven by 1.3 million net new broadband customers in 2021, bringing total broadband subscribers to 31.9 million at year end. Customer churn, particularly in our U.S. broadband business and in the United Kingdom at Sky, remained at historically low levels during 2021. | | Peacock User Growth | Peacock continued its growth of monthly active accounts in the United States, ending 2021 with more accounts than we had initially planned. We also plan to rollout Peacock content across Sky territories, and have begun providing Sky customers in the United Kingdom and Ireland with early access to Peacock. | | Xfinity Mobile Performance | Comcast Cable wireless customer line net additions were 1.2 million, the best annual result since we launched Xfinity Mobile in 2017. Our wireless business also reached profitability on a standalone basis for the first time since it was launched. | | Customer Experience Metrics | Customer experience includes our relational net promoter score, unique contact rate and other customer experience metrics. In 2021, our agent-handled calls were reduced by 14%, truck rolls were reduced by 18%, and our net promoter scores increased by 20% — collectively showing that our self-help tools and processes continue to improve customer experience metrics. | | Flex Rollout | Comcast Cable continued its rollout of Flex, deploying over 2 million additional boxes in 2021. Through our global technology platform, we have expanded the reach of our Flex investment in the United States through the deployment of our XClass TV. | | Organizational Collaboration | Our businesses continued their strong collaboration with one another. In 2021, we launched Sky Glass in the United Kingdom and XClass TV in the United States, with both products leveraging our proprietary, global technology platform as we continue to work to provide more ways to bring the best of our entertainment operating system to more consumers. Peacock’s user base has benefited from distribution domestically through Comcast Cable’s X1 video service and Flex customers, as well as internationally from Sky as noted above. |
2021 Bonus Achievement
2021 Bonus Achievement Performance relative to the metrics and goals described above would result in potential bonuses for the NEOs ranging from 151%-167% in light of our strong operating and financial performance and exceptional NEO leadership in 2021. After considering the faster than expected rebound of our businesses due to progress in the control of the pandemic and its effects generally, however, the Compensation and Human Capital Committee, following discussion with management, reduced the NEO bonuses to the levels set forth below. The Compensation and Human Capital Committee also determined, at Mr. Roberts’ request, to compute his bonus based on his reduced annual salary of $2.5 million, as if the reduction had been implemented at the beginning of 2021.
2021 Bonus Achievement
| | ROBERTS | CAVANAGH | WATSON | SHELL | STRONG | | Total Paid (% of Target) | 125% | 125% | 133% | 133% | 133% | | Total Cash Bonus Paid | $8,625,586 | $8,625,001 | $8,969,828 | $9,975,000 | $8,247,836(1) |
2021 Bonus Achievement
| Ms. Strong’s bonus was paid in British pounds sterling and was converted to U.S. dollars using the 2021 average of daily spot rates of £1 to $1.3757.(1) |
2021 Bonus Achievement
Equity-Based Incentive Compensation To continue to promote the alignment of our executive compensation program and long-term shareholder value creation, and after considering feedback received from our shareholders, the Compensation and Human Capital Committee adopted a new approach to our equity-based compensation program for 2021. The Compensation and Human Capital Committee believes that this refocused approach reinforces our performance culture by incorporating the achievement of longer-term absolute and relative financial and share-based performance metrics into our PSU awards as a further complement to the annual financial and operational metrics used under our annual cash bonus program. For a discussion of the key changes made to our equity compensation program for 2021, please see “Shareholder Feedback on Executive Compensation and Compensation-Related Changes” above.
2021 Bonus Achievement
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2021 Bonus Achievement
The table below reflects the key features of our equity compensation program for 2021:
2021 Bonus Achievement
| KEY FEATURES | 2021 EQUITY COMPENSATION PROGRAM | | Performance Period | ● Three-year cumulative performance period, with all performance goals measured over the three-year period ● Cliff-vests based on payout levels three years following grant | | Performance Goals | ● PSUs earned based on achievement of two primary performance metrics, each weighted 50%: (1) absolute ROIC and (2) relative Adjusted EPS growth ● Attainment of primary performance metrics is subject to a relative TSR modifier | | PSU Award Payouts | ● Performance must be achieved through a cumulative three-year period ● Potential payout up to 250% of target, which rewards for outperformance against rigorous goals and significant returns to our investors | | Stock Option Vesting Period | ● Stock options vest over a five-year period to more closely align with broader market practice, while still retaining a longer vesting period than many companies to reinforce a long-term focus |
2021 Bonus Achievement
We believe that the new PSU structure closely aligns the interests of our NEOs with shareholders and long-term value creation, with the ROIC and relative Adjusted EPS growth metrics serving as meaningful inputs to value creation and the relative TSR modifier providing an output measure of value creation. The combination of these performance metrics, together with the financial metrics (revenue, Adjusted EBITDA and Free Cash Flow), operating performance goals and the evaluation of stakeholder and sustainability initiatives under our annual cash bonus program, provide company-specific performance goals that are directly linked with our NEOs’ management of our company, while also satisfying shareholder return expectations. The maximum payout under the PSU awards increased in 2021 from 125% to 250% of target to provide additional incentive for outperformance and in recognition of the fact that a significant portion of our NEOs’ compensation is delivered in the form of at-risk PSU awards, the value of which may only be realized by our NEOs upon achievement of financial and shareholder return performance measures over a three-year period. Consistent with historical practice, our 2021 equity compensation program for NEOs consisted of a mix of both PSU awards and stock options — in 2021, 60% of the target value of our NEOs’ equity awards was in the form of PSUs and 40% was in the form of stock options. In determining the total value of equity-based compensation, the Compensation and Human Capital Committee considers, among other things, the overall performance mix of an NEO’s total direct compensation and the value of awards made to other executives, as well as the value of equity-based compensation awarded to comparable NEOs at our peer companies. PSUs
2021 PSU Awards
2021 PSU Awards For PSUs granted in 2021, we established two equally weighted primary performance metrics that are each measured over a cumulative three-year performance period beginning January 1 in the year of grant:
2021 PSU Awards
| ● | ROIC: measured on an absolute basis for each year during the three-year period and averaged to yield an average ROIC for the cumulative three-year period | | ● | Relative Adjusted EPS Growth: compound annual growth rate measured on a relative basis at the end of the cumulative three-year performance period against the companies comprising the S&P 100 Index |
2021 PSU Awards
The ultimate payout of the PSUs is then subject to a relative TSR performance modifier based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising the S&P 100 Index (“Relative TSR Modifier”). We believe this modifier more directly links our equity compensation program to shareholder returns by rewarding our executives for sustained market outperformance, as well as regulating payouts for market underperformance, even if financial metrics are achieved at or above target. We believe the combination of these performance goals closely aligns the potential payout of the PSUs to the value ultimately realized by shareholders over a similar time horizon. Earned PSUs will cliff-vest on the third anniversary of the date of grant, generally subject to continued employment through such date. The target PSU values that the Compensation and Human Capital Committee approved for 2021 PSUs are set forth below. These target values are lower than the accounting values required to be set forth in the Summary Compensation Table for 2021 as a result of certain assumptions and valuation methodologies required under applicable accounting standards.
2021 PSU Awards
| NAME | PSUs ($) | | Mr. Roberts | 12,720,000 | | Mr. Cavanagh | 9,480,000 | | Mr. Watson | 6,300,000 | | Mr. Shell | 5,160,000 | | Ms. Strong | 3,150,000 |
2021 PSU Awards
For more information on PSUs granted in 2021, see “Grants of Plan-Based Awards” table below.
Prior PSU Award Vestings in 2021
Prior PSU Award Vestings in 2021 PSUs granted to NEOs before 2021 were earned based on a sliding-scale tied to increases in annual year-over-year Adjusted EBITDA (which were measured each year for a total of five years). For PSU awards granted in 2017 through 2020, vestings were based on the highest vesting percentage of any prior vesting tranche, or such higher vesting percentage as may be attained for a subsequent tranche based on the same performance condition and achievement ranges provided for in the applicable PSU award. Any portion of PSUs that fail to vest in a year is permanently forfeited, as occurred with the first tranche of vesting for PSUs granted in 2020. The achievement for 2021 of the Adjusted EBITDA performance metrics for PSUs granted in 2017 through 2020 resulted in maximum achievement at 125% for all remaining tranches of PSUs. Stock Options Approximately 40% of the target value of our NEOs’ 2021 equity awards was in the form of stock options. While the stock options granted to our NEOs do not have any express performance conditions, the value ultimately realized for such awards is dependent on the appreciation of our stock price from the date of grant, which further aligns our NEOs’ interests with those of our shareholders. For the stock options granted to our NEOs beginning in 2021, the Compensation and Human Capital Committee determined to shift away from our historical practice of granting options with a 9.5-year vesting schedule and instead granted stock options with a five-year vesting schedule, with 40% of the options vesting in year two and the remaining 60% vesting in equal annual installments over the next three years. We believe this vesting schedule is more closely aligned with current market practice, making our stock option program more competitive for attracting and retaining senior executives in the competitive talent market in which we operate while continuing to focus on the long term. Deferred Compensation Since March 2021, amounts that our NEOs deferred under our deferred compensation plans must be notionally invested in either a company stock fund, which tracks the value of our Class A common stock, or several third-party mutual and exchange funds, which eliminates above-market interest earnings that had previously been earned through investments in an income fund with a fixed rate of return. Our deferred compensation plan is described in more detail below in the “Nonqualified Deferred Compensation in and as of Fiscal Year-End” table. Procedures for Determining Compensation Compensation and Human Capital Committee’s Role, Process and Validation The Compensation and Human Capital Committee approves the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executive officers, and oversees broad-based cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally.
Prior PSU Award Vestings in 2021
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Prior PSU Award Vestings in 2021
In 2021, the Compensation and Human Capital Committee reviewed for our NEOs:
Prior PSU Award Vestings in 2021
| ● | Each element of our NEOs’ compensation for internal consistency. | | | ● | Various analyses provided by its independent compensation consultant, including: | | | | ● | an assessment of the composition of our peer groups; | | | ● | a competitive pay assessment (comparing NEO compensation to that of executives holding comparable positions at our peer group companies as disclosed in proxy statements and to broad groups of companies in published surveys, and analyzing components of pay compared to those of our peer group companies (e.g., target pay levels, fixed vs. variable, components of long-term equity)); | | | ● | a financial performance review (comparing our performance relative to our peer group companies with respect to growth in adjusted EBITDA, free cash flow, revenue and TSR, based on financial data from a third-party source); | | | ● | a compensation sharing analysis (analyzing the actual pay delivered to our NEOs as a percentage of our Adjusted EBITDA and Free Cash Flow as compared to our peer group companies); | | | ● | an incentive compensation design analysis (analyzing various annual bonus and long-term incentive design elements); and | | | ● | an analysis of equity dilution resulting from, and annual usage rates in, our equity-based compensation plans as compared to our peer group companies (i.e., overhang and burn rates). | | ● | After taking into account the analyses above, the Compensation and Human Capital Committee evaluated our financial performance, as compared to our peers over time, as it related to our strongly competitive compensation philosophy. | | | ● | The Compensation and Human Capital Committee also reviews, but does not give significant weight to, aggregate amounts realized or realizable from prior years’ compensation when making decisions regarding current compensation. It believes that value realized on prior years’ compensation from stock appreciation is the reward for the NEOs’ work over that period and reflects the achievement of our long-term goals and, conversely, that lesser amounts realized on prior years’ compensation reflect a lack of achievement of our long-term goals. As such, the Compensation and Human Capital Committee believes that realized or realizable equity compensation is inherently aligned with our long-term performance and shareholders’ interests. | | | ● | In addition, the Compensation and Human Capital Committee annually reviews the nature and mix of compensation elements, as well as compensation plan design and award terms, to ensure that our compensation program does not include inadvertent incentives for our NEOs to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders. In conducting this review, the Compensation and Human Capital Committee also considers specific business risks identified through our ERM process. | |
Prior PSU Award Vestings in 2021
Following these reviews and assessments, and with these goals in mind, the Compensation and Human Capital Committee determines what it believes to be an appropriate current year compensation package for each NEO. This process includes subjective criteria and involves the exercise of discretion and judgment. Based on these reviews, the Compensation and Human Capital Committee believes the design of the compensation program for 2021 is appropriate. Role of Compensation Consultants The Compensation and Human Capital Committee has directly engaged Korn Ferry as its own independent compensation consultant. In determining 2021 compensation, the Compensation and Human Capital Committee directed Korn Ferry to provide it with various compensation analyses as described below; Korn Ferry did not recommend or determine compensation levels or elements, performance targets or compensation plan design. The Compensation and Human Capital Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the Compensation and Human Capital Committee in 2021 did not raise any conflicts of interest. The Compensation and Human Capital Committee reached this determination by reviewing fees paid to Korn Ferry and evaluating its work under applicable SEC and Nasdaq rules on conflicts of interest. Compensation Consultant Services Korn Ferry provides research, analysis and input as to the form and amount of executive and director compensation, which generally includes market research utilizing information derived from proxy statements, surveys and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our Compensation and Human Capital Committee and to management. The Compensation and Human Capital Committee collaborated with Korn Ferry to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation. Korn Ferry did not determine or recommend the form or amount of compensation of our NEOs for 2021. In 2021, we paid Korn Ferry approximately $330,000 for services related to executive and director compensation and approximately $1,097,000 for leadership, succession, organizational strategy and talent consulting services and executive search services. As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the Compensation and Human Capital Committee and in formulating and making recommendations to the Compensation and Human Capital Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our NEOs are made by the Compensation and Human Capital Committee and are reviewed by the Board, following reviews and discussions held in executive sessions. Use of Competitive Data While peer group and various compensation survey analyses are considered important and valuable by the Compensation and Human Capital Committee, the Compensation and Human Capital Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information as one of several considerations to inform its decision and put it in context in determining compensation levels (and when to change compensation levels). Peer Group The Compensation and Human Capital Committee, advised by Korn Ferry, reviewed the criteria for selecting members of our peer groups and determined to combine the entertainment/media and transmission/distribution peer groups that had been previously used into one core peer group given the accelerating convergence in media and technology and the complementary nature of, and consolidation in, the media and distribution industries. Below are the companies in our core peer group for 2021, which are unchanged from our 2020 peers:
Prior PSU Award Vestings in 2021
| ● Alphabet, Inc. ● AT&T Inc. ● Charter Communications, Inc. ● Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.) ● DISH Network Corporation ● Fox Corp ● Lumen Technologies, Inc. | ● Meta Platforms, Inc. (f/k/a Facebook, Inc.) ● Netflix, Inc. ● Paramount Global (f/k/a ViacomCBS Inc.) ● T-Mobile US, Inc. ● The Walt Disney Company ● Verizon Communications Inc. |
Prior PSU Award Vestings in 2021
Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices.
Prior PSU Award Vestings in 2021
| ● | Comparisons for (i) Mr. Roberts were made to peer chief executive officers for the peer group, (ii) Mr. Cavanagh were made to peer chief financial officers for the peer group, and (iii) Messrs. Watson and Shell and Ms. Strong were made by ordinal rank (i.e., the position in the Summary Compensation Table), with supplemental comparisons to peer chief executive officers of the peer group. | | ● | As a supplemental reference point to further inform the Compensation and Human Capital Committee, comparisons were made to general industry peer groups with revenues similar in size to our business as a whole and our business units. | | ● | The Compensation and Human Capital Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer group; instead, it reviews our peer group analyses, as well as the other analyses discussed in “Compensation and Human Capital Committee’s Role, Process and Validation,” both to validate our compensation program design and to inform its judgment in determining target compensation. |
Prior PSU Award Vestings in 2021
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Prior PSU Award Vestings in 2021
Assessing NEO Performance In determining an NEO’s individual compensation, the Compensation and Human Capital Committee:
Prior PSU Award Vestings in 2021
| ● | Sets specific factors to be used in evaluating Mr. Roberts, and Mr. Roberts discusses with the Compensation and Human Capital Committee the performance of our other NEOs. | | ● | Assesses each NEO’s responsibilities and roles with respect to overall corporate policy-making, management, operations and administration, as well as the importance of retaining the NEO. | | ● | Evaluates each NEO’s prior year performance, both in terms of their contribution to our performance and as compared to their individual performance goals. | | ● | Evaluates our overall prior year performance, both in terms of financial results and progress on strategic initiatives, including a comparison of our performance to our competitors. |
Prior PSU Award Vestings in 2021
The Compensation and Human Capital Committee employs a rigorous process to evaluate our NEOs’ performance that informs its compensation decisions for the year, including those related to an NEO’s base salary and annual equity awards and the attainment of qualitative objectives for our annual cash bonus. This design allows our Compensation and Human Capital Committee to employ a holistic evaluation process with extensive performance reviews, taking into account factors in and out of management’s control, while balancing it with our financial and shareholder outcomes, to get to a better result than a purely formulaic calculation would provide. Each year, our Compensation and Human Capital Committee establishes a set of defined objectives for the qualitative portion of our annual cash bonus, which may be tied to an NEO’s or our company’s overall performance, strategic operating performance goals or stakeholder and sustainability initiatives, such as continued leadership in addressing the “digital divide,” further progress on our DE&I and environmental sustainability initiatives, and further enhancing our strong culture of integrity and respect, at the time it determines the quantitative metrics. In determining payout levels on the qualitative metrics, the Compensation and Human Capital Committee critically evaluates our company and NEO performance and progress based on the defined objectives. See “Compensation Decisions” above for information on NEO performance and decisions made in respect of 2021. Other Compensation Policies and Considerations Executive Stock Ownership Policy We have a stock ownership policy for members of our senior management, including our NEOs, that is designed to increase our executives’ ownership stake in our company and align their interests with those of our shareholders.
Prior PSU Award Vestings in 2021
| | MULTIPLE OF BASE SALARY REQUIRED | COMPLIANCE STATUS AS OF DECEMBER 31, 2021 | | Brian L. Roberts | 10x | In compliance | | Michael J. Cavanagh | 3x | In compliance | | David N. Watson | 3x | In compliance | | Jeffrey Shell | 3x | In compliance | | Dana Strong | 3x | In compliance |
Prior PSU Award Vestings in 2021
“Ownership” includes (i) stock owned directly or indirectly, (ii) shares credited under our employee stock purchase plan, which must be held for one year from the date credited, and (iii) 60% of deferred vested shares, shares deemed invested in the company stock fund under our deferred compensation plans and the pre-tax net number of shares deliverable upon the exercise of vested stock options. There is a phase-in period of six years after the year in which an executive first becomes subject to the policy to allow the executive to meet the full stock ownership requirement. If an executive is subject to a phase-in period, we consider them to be in compliance with the policy if they meet the reduced stock ownership requirements over time under such phase-in. In determining compliance, the Compensation and Human Capital Committee may consider any noncompliance that occurs solely or primarily from a decline in the market price of our stock. If an executive is not in compliance, he or she is prohibited from selling our stock (unless a hardship exemption is granted). Policies Regarding Trading Activities and Prohibitions on Hedging and Pledging Our trading policy prohibits our executive officers, certain other high-level employees and directors from buying or selling any of our securities during specified blackout periods, and, when outside of those blackout periods, they may only buy or sell our securities with prior approval in accordance with internal procedures. This seeks to ensure that our executive officers and directors will not trade in our securities at a time when they are in possession of material, nonpublic information. Our policies prohibit our executive officers and directors from (i) using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our stock and (ii) holding our stock in margin accounts or pledging our stock as collateral for a loan. No Automatic Payments in Connection with a Change in Control We generally do not have any benefits, such as accelerated vesting of equity awards, that are “triggered” automatically as a result of a “change in control” (a “single trigger”) or the occurrence of one or more specified events (a “double trigger”) that may follow a change in control, such as termination of employment without cause. Instead, we believe it is in the best interests of our company for our Board and Compensation and Human Capital Committee, who are subject to fiduciary obligations to act in a manner they believe to be in the best interests of our company and shareholders, to retain the discretion to determine whether it is appropriate to accelerate the vesting of stock options and/or stock units or provide other benefits in connection with a particular change in control transaction. Mr. Roberts’ employment agreement provides that if his employment is terminated following a change in control, that termination will be treated as a termination without cause for the purpose of determining his benefits in those circumstances under his employment agreement. The Compensation and Human Capital Committee approved this provision as a fair and reasonable protection for our Chief Executive Officer in the event of a change in control. Payments in Connection with a Termination of Employment Payments to our NEOs upon a termination of employment are described under the “Potential Payments upon Termination or Change in Control” table below. These compensation arrangements are contained in each NEO’s employment or other agreements and are not a factor in the Compensation and Human Capital Committee’s determination of current year compensation elements. These arrangements were arrived at as a result of arm’s-length negotiations in connection with entering into each such agreement, based on the Compensation and Human Capital Committee’s decision that it was appropriate to provide more favorable arrangements than those offered to nonexecutive employees upon termination of employment. Recoupment (or “Clawback”) Policy We have an incentive compensation recoupment (or “clawback”) policy providing that, if it is determined by our Board that gross negligence, intentional misconduct or fraud by one of our executive officers or former executive officers caused or partially caused the restatement of all or a portion of our financial statements, the Board, in its sole discretion, may, to the extent permitted by law and our benefit plans, policies and agreements, and to the extent it determines in its sole judgment that it is in our best interests to do so, require repayment of all or a portion of any annual cash bonus, vested stock units (time- or performance-based) or other incentive-based compensation paid to such executive officer or former executive officer (and/or effect the cancellation of unvested stock units) if: (i) the amount or vesting of the incentive-based compensation was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement and (ii) the amount or vesting of the incentive-based compensation would have been less had the financial statements been correct. The Compensation and Human Capital Committee and the Governance and Corporate Responsibility Committee review this policy from time to time, and they will review it following the SEC’s adoption of a final rule under the Dodd-Frank Act regarding incentive-based compensation recoupment.
Prior PSU Award Vestings in 2021
| 2022 Proxy Statement | 45 |
Prior PSU Award Vestings in 2021
Award Timing Our annual equity incentive awards are granted in accordance with pre-established grant dates. Tax and Accounting Considerations The Compensation and Human Capital Committee considers accounting and tax implications of our compensation and benefit programs, including with respect to the tax deductibility of our executive compensation. Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid by public companies to certain executive officers to $1 million. In the exercise of its business judgment and in accordance with its compensation philosophy, the Compensation and Human Capital Committee has previously awarded, and continues to have the flexibility to award, compensation that is not tax deductible if it determines that such award is in our shareholders’ best interests. In addition, the Internal Revenue Code limits the amount that companies can deduct for the personal use of Company-provided aircraft to the amount recognized as income by the executives who used the aircraft. In 2021, the total amount of our disallowed tax deduction resulting from the personal use of Company-provided aircraft by our NEOs and any guests was approximately $9.3 million. Other Considerations The Compensation and Human Capital Committee is aware that Mr. Roberts is our shareholder with the greatest beneficial voting power. The Compensation and Human Capital Committee maintains an objective stance toward Mr. Roberts’ compensation. The Compensation and Human Capital Committee uses the same methods, tools and processes to determine Mr. Roberts’ compensation as it does for our other NEOs. Compensation and Human Capital Committee Report We, the members of the Compensation and Human Capital Committee of the Board of Directors, have reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Executive Compensation Tables
| NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | CHANGE IN PENSION VALUE AND EARNINGS ON NONQUALIFIED DEFERRED COMPENSATION(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | Brian L. Roberts Chairman of the Board, President and Chief Executive Officer | 2021 | 3,249,415 | 13,512,534 | 8,475,488 | 8,625,586 | 1,832 | 113,726 | 33,978,581 | | | 2020 | 3,439,245 | 10,585,278 | 10,600,149 | 7,738,302 | 150,134 | 200,159 | 32,713,267 | | | 2019 | 3,291,832 | 5,330,304 | 5,350,324 | 9,974,249 | 7,560,231 | 4,863,243 | 36,370,183 | | Michael J. Cavanagh Chief Financial Officer | 2021 | 2,300,000 | 10,072,244 | 6,315,164 | 8,625,001 | 0 | 44,587 | 27,356,996 | | | 2020 | 2,388,462 | 7,039,868 | 7,050,441 | 5,374,039 | 3,335,892 | 62,088 | 25,250,790 | | | 2019 | 2,285,908 | 6,725,376 | 4,749,955 | 6,926,300 | 3,831,120 | 2,280,818 | 26,799,477 | | David N. Watson CEO of Comcast Cable | 2021 | 2,248,077 | 6,695,556 | 4,195,328 | 8,969,828 | 565,527 | 57,625 | 22,731,941 | | | 2020 | 2,039,794 | 4,195,048 | 4,199,443 | 5,943,952 | 3,285,243 | 25,651 | 19,689,131 | | | 2019 | 1,813,904 | 3,237,696 | 3,251,010 | 4,580,108 | 2,522,306 | 1,534,454 | 16,939,478 | | Jeffrey Shell CEO of NBCUniversal | 2021 | 2,500,000 | 5,481,336 | 3,438,588 | 9,975,000 | 50,907 | 114,104 | 21,559,935 | | | 2020 | 2,614,534 | 3,744,972 | 3,750,179 | 5,882,702 | 545,769 | 10,000 | 16,548,156 | | Dana Strong(7) CEO of Sky | 2021 | 2,080,679 | 3,347,778 | 2,097,664 | 8,247,836 | 23,974 | 174,091 | 15,972,022 |
Compensation of Directors
Compensation of Directors Director Compensation Program From time to time, the Compensation and Human Capital Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data. Korn Ferry last provided this analysis in 2021. For 2021, our nonemployee directors received annual compensation as follows:
Compensation of Directors
| DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES | | | |
Compensation of Directors
Annual Retainer FMV of Annual Grant of Shares of CMCSA $110,000 $195,000 Audit Committee Compensation and Human Capital Committee Governance and Corporate Responsibility Committee $40,000 $15,000 $15,000 $12,500 $40,000 $20,000 Chair Member The annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant (which is fully vested upon grant) also may be deferred in whole or in part under our restricted stock plan. Any fees received by a director may be deferred in whole or in part under our deferred compensation plans. Deferred fees must be invested notionally in a third-party mutual or exchange fund or our Class A common stock fund (with dividends being reinvested in Comcast stock). A director emeritus receives an annual cash payment equal to the fair market value of our annual stock grant and the same annual Board retainer as provided above for nonemployee directors for the first year of service and remains eligible for participation in our deferred compensation plans for the first two years of service. Nonemployee directors and directors emeritus are reimbursed for travel expenses for meetings attended and are provided with our high-speed internet, video, voice and home security and automation services at two residences, if in our service areas, at no cost during the time they serve, and for five years thereafter. Director Stock Ownership Policy Our nonemployee director stock ownership policy requires our nonemployee directors to hold a number of shares of our common stock having a value equal to five times the director’s annual cash retainer. Each nonemployee director has a period of five years following his or her first year of service to reach this ownership requirement. For purposes of this policy, “ownership” includes 60% of any deferred shares. In determining compliance, the Compensation and Human Capital Committee may consider any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. All nonemployee directors satisfied the requirements of our stock ownership policy in 2021. Director Compensation The following table sets forth specified information regarding the compensation of our nonemployee directors in 2021. No information is provided for Mr. Roberts, who is an employee director and does not receive compensation for his services as a director.
Compensation of Directors
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Kenneth J. Bacon | 130,000 | 195,017 | 325,017 | | Madeline S. Bell | 122,500 | 195,017 | 317,517 | | Naomi M. Bergman(3) | 125,000 | 195,017 | 320,017 | | Edward D. Breen | 150,000 | 195,017 | 345,017 | | Gerald L. Hassell | 125,000 | 195,017 | 320,017 | | Jeffrey A. Honickman | 162,500 | 195,017 | 357,517 | | Maritza G. Montiel | 125,000 | 195,017 | 320,017 | | Asuka Nakahara | 125,000 | 195,017 | 320,017 | | David C. Novak | 125,000 | 195,017 | 320,017 |
Compensation of Directors
| This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2021, regardless of whether such amounts were deferred or elected to be received in shares of our Class A common stock. Refer to footnote (2) of the Security Ownership of Directors and Executive Officers table for information on shares deferred by directors.(1) | | The amounts in this column represent the aggregate grant date fair value for each award of shares of Class A common stock granted in 2021, in accordance with FASB ASC Topic 718. The amounts in this column were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. The amounts were determined by multiplying the Class A common stock closing price on November 22, 2021 by the number of shares subject to the grant.(2) | | Ms. Bergman is not a nominee for director at our 2022 annual meeting.(3) |